Item 1.01 Entry into a Material Definitive Agreement.
Registered Direct Offering
On July 22, 2025, ProMIS Neurosciences Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with an existing healthcare focused institutional investor relating to the issuance and sale of a pre-funded warrant to purchase 984,736 Common Shares (as defined herein) (the “Pre-Funded Warrant”) to such investor (the “Offering”). The Pre-Funded Warrant will be sold to the investor at an offering price of $0.8124 per share under such Pre-Funded Warrant, which represents, if it were applicable, the per share offering price for the common shares, no par value per share, of the Company (the “Common Shares”), less a $0.0001 per share exercise price for such Pre-Funded Warrant. The Purchase Agreement contains customary representations and warranties, conditions to closing, termination provisions and indemnification obligations, including for liabilities under the Securities Act of 1933, as amended (the “Securities Act”).
The Pre-Funded Warrant is exercisable at any time after the date of issuance. The holder of a Pre-Funded Warrant may not exercise such Pre-Funded Warrant if the holder, together with its affiliates, would beneficially own more than 4.99% (or, at the election of the holder, 9.99%) of the number of Common Shares outstanding immediately after giving effect to such exercise.
The gross proceeds from the Offering will be approximately $800,000, before paying estimated offering expenses. Delivery of the Pre-Funded Warrant is expected to take place on or about July 24, 2025, subject to customary closing conditions. The Offering is being made pursuant to the shelf registration statement on Form S-3 (File No. 333-274658) previously filed by the Company with the Securities and Exchange Commission (the “SEC”) on September 22, 2023, amended on September 27, 2023 and declared effective by the SEC on September 29, 2023.
The form of Pre-Funded Warrant and the Purchase Agreement are filed as Exhibit 4.1 and Exhibit 10.1, respectively, to this Current Report on Form 8-K. The foregoing description of the respective terms of the Pre-Funded Warrant and the Purchase Agreement is not intended to be complete and is qualified in its entirety by reference to such Exhibits. A copy of the opinion of McMillan LLP relating to the legality of the issuance and sale of the Pre-Funded Warrants in the Offering is filed as Exhibit 5.1 to this Current Report on Form 8-K.
PIPE Offering
On July 22, 2025, the Company entered into a securities purchase agreement (the “PIPE Purchase Agreement”) with an existing healthcare focused institutional investor that qualifies as an “accredited investor”, as defined in Rule 501(a) of Regulation D promulgated under the Securities Act, for the purpose of raising $2.4 million in aggregate gross proceeds for the Company (the “PIPE Offering”) before deducting fees and other expenses payable by the Company. Pursuant to the terms of the PIPE Purchase Agreement, the Company agreed to sell a warrant to purchase 12,616,821 Common Shares (the “Warrant”). The Warrant will be sold to the investor at an offering price of $0.1875 per share and have an exercise price of $1.25 per share.
The Warrant is immediately exercisable and will expire five years after the date of issuance. The holder of the Warrant may not exercise such Warrant if the holder, together with its affiliates, would beneficially own more than 4.99% (or, at the election of the holder, 9.99%) of the number of Common Shares outstanding immediately after giving effect to such exercise.
The gross proceeds from the PIPE Offering will be approximately $2.4 million, before paying estimated offering expenses. In conjunction with the proceeds from the exercise of existing warrants, the total gross proceeds to the Company inclusive of the PIPE Offering will be approximately $9.2 million. Delivery of the Warrants is expected to take place on or about July 24, 2025, subject to customary closing conditions.
Registration Rights Agreement
In connection with the PIPE Purchase Agreement, the Company entered into a Registration Rights Agreement with the PIPE Investor (the “Registration Rights Agreement”), pursuant to which the Company is required to prepare and file a registration statement (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) under the Securities Act, covering the resale of the Common Shares issuable upon exercise of the Warrants issued to the PIPE Investor under the PIPE Purchase Agreement. The Company is required to file the Registration Statement with the SEC within 45 days after the date of the final closing of the PIPE Offering (the “Filing Date”) and is required to have the Registration Statement declared effective by the SEC in accordance with the terms of the Registration Rights Agreement.
